91-024
-.
.
.
RESOLUTION NO.
24-91
RESOLUTION APPROVING BOND PURCHASE AGREEMENT
CITY OF SHOREWOOD TAX INCREMENT REVENUE BONDS -
$920,000.00
WHEREAS, the City Council of the City of Shorewood passed Resolution
No. 36-90 on 23 April 1990, Designating and Establishing Development District
No.1; Establishing Tax Increment Financing District No. 1 Located Within
Development District No.1; and Approving and Adopting the Development
District Program for Development District No. 1 Including Tax Increment
Financing Plan for Tax Increment Financing District No.1; and
WH ERE AS, the City Council approved and adopted certain modifications
to such Development Program on 4 March 1991; and
WHEREAS, Subsection 2.10 of such Development Program provides for the
City to issue tax increment bonds to amortize the eligible costs of the Public
Improvements included in the Program.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the
City of Shorewood as follows:
1. That the Bond Purchase Agreement attached hereto entitled, "City
of Shorewood Tax Increment Revenue Bonds - $920,000.00," 3/6/91 Draft, is
hereby approved.
2. That the Mayor and City Administrator/Clerk are hereby authorized
to execute said Agreement on behalf of the City Council.
ADOPTED BY THE CITY COUNCIL OF THE
5th day of March, 1991.
CITY OF SHOREWOOD this
J;#d11,zujjJ!/PllJ
Barbara J:' Brancel, Mayor
..~
ielsen
Administrator/Clerk
Roll Call Vote:
A yes -
Nays -
/
!~J . clJ:! -11
.1. -J-
.
3/6/91 Draft
$920,000.00
City of Shorewood
Tax Increment Revenue Bonds
(Waterford 3rd Addition Public Improvements Project)
BOND PURCHASE AGREEMENT
City of Shorewood
5755 Country Club Road
Shorewood, ~nnesota 55331
March~, 1991
Gentlemen:
Trivesco, a Minnesota general partnership ("Trivesco"), hereby
offers to purchase, upon the terms and conditions hereinafter
specified, up to $920,000.00 aggregate principal amount of City of
Shorewood Tax Increment Revenue Bonds (Waterford 3rd Addition
Public Improvements Project) (the "Bonds") to be issued by the City
of Shorewood (the "City"). By your acceptance of this Agreement,
you will agree to issue the Bonds, upon the terms and conditions
specified in this Agreement, and this document shall constitute our
4ItBond Purchase Agreement.
'1.. Purchase, Sale and Delivery of Bonds. Trivesco agrees
to purchase, and the City agrees to issue and sell to Trivesco, the
total principal amount of the Bonds at par value a purchase price
not to exceed $920,000.00. The Bonds will not constitute a general
obligation of the City and will not be backed by the full faith and
credit or taxing powers of the City. The Bonds will be payable
solely from the tax increments from the City's Tax Increment
Financing District No. 1 ("TIF District 1") which is legally
described in Schedule A to this Agreement and which has been
preliminarily platted as Waterford, 3rd Addition. The Bonds will
bear interest at the rate of nine percent (9%) per annum. Interest
will accrue from the date of issuance of the Bonds but will not be
payable until tax increment is available at which time the
increment will be used to first repay accrued interest with the
balance being applied to the scheduled principal and interest
payments. Principal and interest on the Bonds will be payable at
the times and in the amounts specified in Schedule B to this
Agreement. . All tax increments from TIF District 1 will be pledged
to repayment of the Bonds. The City agrees not to use or retain
tax increments from TIF District 1 for any other purpose until such
time as all principal and interest of the Bonds has been paid in
full or a cash reserve has been established in a sufficient amount
to pay all principal and interest of the Bonds in full, when due.
.AnY available tax increments remaining after payment of semiannual
principal, interest and reasonable Bond administration expenses
shall be used to prepay Bond principal, provided that such
,
,
.
prepayment shall be in amounts equal to Bond denominations.
Payment for the Bonds shall be made by Trivesco in immediately
available funds and the City shall deliver the Bonds to Trivesco at
the offices of the City on the date the City accepts and enters
into all of the contracts necessary for the construction of the
Public Improvements (the "Public Improvements") as defined in
Section 1.1 of the Contract for Tax Increment Finance Development
by and between the City and Trivesco dated of even date herewith,
provided that such Public Improvements shall not include extension
of a water main to the Shady Hills subdivision or construction of a
frontage road or other improvements east of the easterly line of
TIF District 1. The date and time of such payment and delivery are
herein called the "Closing Date". The Bonds will be delivered in
definitive form, in the denominations and registered in the names
requested by Trivesco on or before the Closing Date, and the Bonds
shall be made available to Trivesco and its attorneys for
inspection prior to the Closing Date. No Letter of Credit or
Assessment Agreement will be required to secure the Bonds. In the
event said Bonds are resold by Trivesco, a letter of understanding
satisfactory to the City shall be executed by the purchaser of the
Bonds and proof thereof furnished to the City.
2. Use 'of Bond Proceeds, Adjustment of Bond Amount. The
City agrees that the proceeds of the Bonds will be used to pay for
construction of the Public Improvements as defined and limited in
the preceding section of this Agreement. An itemization of the
~ amounts to be paid from the proceeds of the Bonds is as follows:
Public Improvements construction costs: $ 841,500.00
Administration: 53,000.00
Additional Administrative Costs: 15,000.00
Engineering: 126,350.00
Bond issuance: 16,000.00
Contingency: 84,150.00
Subtotal:
$1,136,000.00
216,000.00
$ 920,000.00
Minus: State aid funds:
Net Revenue Bond amount:
Interest will accrue from the date of issuance of the Bonds which
shall be the Closing Date but will not be payable until tax
increment is available at which time the increment will be used to
first repay accrued interest with the balance being applied to the
scheduled principal and'interest payments. If the actual aggregate
amount of the Public Improvements and the other fees and costs
itemized above is less than $920,000.00, after deduction of the
$216,000.00 of state aid funds, the original principal amount of
the Bonds will be reduced accordingly. Upon completion of
construction of the Public Improvements, all excess Bond proceeds,
. whether for contingency items or other "hard cost" or "soft cost"
items will be repaid to the Holder of the Bonds as a principal
reduction payment on the Bonds.
-2-
If the actual aggregate amount of the Public Improvements and
... the other fees and costs itemized above exceeds $920,000.00, after
deduction of the $216,000.00 of state aid funds, the City shall not
be obligated to issue the Bonds provided the City refunds to
Trivesco all of the $99,000.00 paYment made by Trivesco under
Section 10 of this Agreement. Upon such action by the City, this
Agreement shall be terminated and neither party shall have any
further obligations hereunder.
3. Conditions of Trivesco's Obliqations to Purchase Bonds.
Trivesco's obligation to purchase and pay for the Bonds is subject
to and contingent upon the following conditions which are for the
sole benefit of Trivesco:
b.
.
c. As of the Closing Date, the City shall have performed all
of its obligations and satisfied all of the conditions to
be performed or satisfied under this Agreement.
d.
The City
Waterford
acceptable
recorded by
shall have _given final approval of the plat of
3rd Addition upon terms and conditions
to Trivesco and said plat shall have been
Trivesco.
e. The City and Trivesco shall have entered into a PUD
Developer's Agreement upon terms and conditions acceptable
to Trivesco.
f.
-
On or before the Closing Date, the City and Trivesco shall
execute final bond documentation conforming to this
Agreement and containing such terms, covenants, conditions
and representations as Trivesco and its attorneys shall
reasonably request to, among other things, establish the
tax exempt status and legality of the Bonds. Trivesco
shall execute a Disclosure Statement whereby it attests
that it is buying the Bonds with full knowledge of the
.
-3-
"
I
conditions and risks attached
Statement shall apply to
purchasers of the Bonds.
thereto. This Disclosure
all original and future
Trivesco is entitled to waive any of the above conditions, in
whole or in part, by written notice to the City specifying the
condition to be waived. In the event any of the above conditions
is not satisfied, in Trivesco's sole and unqualified opinion, by
June 1~ 1991 (the "Contingency Date"), Trivesco is entitled to
terminate this Agreement by written notice to the City postmarked
no later than the Contingency Date. Upon such termination, this
Agreement shall be null and void and neither party shall have any
obligation hereunder to the other except that the City shall be
entitled to retain the $99,000.00 paYment to be made to the City by
Trivesco pursuant to Section 10 of this Agreement.
4. Conditions of City's Obliqation to Issue Bonds. The
City's obligation to issue the Bonds is subject to and contingent
upon the following conditions which are for the sole benefit of the
City:
Delivery to Trivesco and the City of an op1n10n of bond
counsel acceptable to Trivesco and the City, in form and
substance satisfactory to Trivesco, that the interest on
the Bonds is exempt from state and federal income
taxation, provided, however, that this condition shall be
removed if Trivesco waives the condition that the interest
on the Bonds be tax .exempt.
b. As of the Closing Date, Trivesco shall have performed all
of its obligations and satisfied all of the conditions to
be performed or satisfied under this Agreement.
a.
.
c. The City and Trivesco shall have entered into a Contract
for Tax Increment Finance Development and a PUD
Developer's Agreement upon terms and conditions acceptable
to Trivesco.
d. As of the Closing Date, there shall be no default in the
performance of any of the terms, covenants and conditions
of any agreement between the City and Trivesco regarding
the development and financing of Waterford, 3rd Addition
including the Contract for Tax Increment Finance
Development and the PUD Developer's Agreement.
.
e.
On or before the Closing Date, the City and Trivesco shall
execute final bond documentation conforming to this
Agreement and containing such terms, covenants, conditions
and representations as Trivesco and its attorneys shall
reasonably request to, among other things, establish the
tax exempt status and legality of the Bonds. Trivesco
shall execute a Disclosure Statement whereby it attests
that it is buying the Bonds with full knowledge of the
conditions and risks attached thereto.
-4-
o.
5. Notices and Governing Law. All communications hereunder
. shall be in writing and, except as otherwise provided, shall be
.. delivered at, or mailed by first class United States Mail to, the
following addresses:
To Trivesco:
Trivesco
c/o Steiner & Koppelman, Inc.
Attention: Mr. Thomas Kordonowy
3610 South Highway 101
Wayzata, Minnesota 55391
With copies to:
Randal Travalia
Robert H. Mason, Inc.
14201 Excelsior Boulevard
Minnetonka, Minnesota 55345
Mark Z. Jones
Highland Properties, Inc.
5290 Villa Way
Minneapolis, Minnesota 55436
.
Jeremy S. Steiner
Vesely, Miller & Steiner
400 Norwest Bank Building
1011 First Street South
Hopkins, Minnesota 55343
To City:
City of Shorewood
Attention: City Administrator
5755 Country Club Road
Shorewood, Minnesota 55331
With a copy to:
Glenn Froberg
Attorney at Law
17736 Excelsior Boulevard
Minnetonka, Minnesota 55345
This Agreement shall be governed by and construed in accordance
with the laws of the State of Minnesota.
6. Parties in Interest. This Agreement shall be binding
upon and shall inure to the benefit of Trivesco and the City and
their respective partners, successors and assigns, and no other
.person shall acquire or have any right under or by virtue of this
Agreement. This Agreement is intended solely for the benefit of
Trivesco and the City and no third party shall have any rights or
-5-
, .
... ..
.
interest in any provision of this Agreement or the proceeds of the
Bonds.
7. Counterparts.
number of counterparts.
8. Complete Aqreement. This
agreement between the parties with
purchase of the Bonds and may not be
terminated orally, but only by a
hereto.
This
Agreement
may
be
executed
in any
Agreement is the complete
respect to the issuance and
changed, modified, amended or
writing signed by the parties
9. Further Assurances. The City will at any time and from
time to time upon written request of Trivesco execute and deliver
such further documents as Trivesco may reasonably require in order
to effectuate more fully the purposes of this Agreement. The City
will exercise its best efforts and will cooperate fully with
Trivesco to satisfy all conditions of this Agreement in a prompt
and timely manner.
10. Reimbursement of City Costs. Upon the City's acceptance
of this Agreement, Trivesco will pay the City $99,000.00 as and for
reimbursement for" and prepayment of administrative costs and
engineering fees incurred by the City and related to the Tax
Increment Financing Plan for TIF District 1 adopted by the City on
April 23, 1990, engineering and design of the Public Improvements,
and payment for the opinion of bond counsel to be obtained under
. Subparagraphs 3.b. and 4.a. of this Agreement. This payment will
be considered an advance payment on the purchase of the Bonds by
Trivesco and will be credited to Trivesco on the Closing Date. In
the event Trivesco cancels this Agreement by reason of
nonsatisfaction of any contingency or condition contained in this
Agreement, this $99,000.00 payment shall be retained by the City.
In the event the actual aggregate amount of the Public Improvements
and other fees and costs itemized in Section 2 of this Agreement
exceeds $920,000.00, after deduction of the $216,000.00 of state
aid funds, and the City does not issue the Bonds, this $99,000.00
payment shall be refunded to Trivesco. If the bond purchase
transaction contemplated by this Agreement is not completed because
of a default by Trivesco in the performance of its obligations
hereunder, the City's sole and exclusive remedy shall be the
retention of the $99,000.00 payment described in this paragraph and
retention of said sum shall constitute the City's sole right to
damages or any other remedy against Trivesco. The City shall
attempt to recover by making a formal demand upon Sherman-Boosalis
Interests, Inc., all amounts that may be recoverable by the City
for administrative costs and engineering fees, and all amounts so
recovered shall be paid by the City to Trivesco after deduction of
the City's attorneys' fees and other expenses incurred in obtaining
recovery. In the event the City is unable to recover all or a
portion of these amounts, the City shall assign to Trivesco all of
its rights, interests and causes of action against Sherman-Boosalis
. Interests, Inc. for the recovery of such amounts.
-6-
.
Confirmed and accepted as of
the date first above written.
CITY OF SHOREWOOD
By
(
And By
-7-
(Seal)
.
SCHEDULE A
tEGAL DESCRIPTION:
~
That part of the Southwest Quarter of the Southeast Quarter. Section 25,
Township 117. Range 23, lying South of a line extending from a point on the Wes~ ~
line of said Southwest Quarter of the Southeast Quarter distant 591.42 feet
North from the Southwest corner of said Southwest Quarter of the Southeast
Quarter to a point on the East line of said Southwest Quarter of the Southeast
Quarter distant 1236.14 feet North from the Southeast corner of said Southwest
Quarter of the Southeast Quarter. according to the Government survey thereof,
Hennepin county, Minnesota. .
.
..
.
.
. ~;j/'j'fl'l:Il
"'"
fISt
.., ....
~~.~ ~
Q +-'~
:a~..-4C
C!oo
I"l~:;
0'00
~c;;.....
ell ....
'-8~:
~Q'2~
...."f"tOfJ
OCt$.
2Cl~
;:-o~1
..,; _tJ. .!J Q
tl5-'",",,'~1 11:34
'0'012 22~ ::lO~~
~B:4~
~~~~~
I t I cO .
NN- CI)
~_.tCI
~
,...
I
N
.. q,
'O...c
C\)D
~CIJ
.... .....
:;j';J
3~
... ..
~gllf~
c..ii.=.cc
"'''''+'+I
cnutG~...,
.t'4 c; CI :. 1/1
Q.... &l
11'1 tIl '-
~t:~iGl
~~OOc:
...<fJ
~i
~t
~1"'-
VI c: c:
I>> 61 0
'- . ....
~ :iO. +-'
~ !. e
~~~
.-1..-
!i
~I
i!
eM
f
o
C
1-4
i~
~
~
~ ~l~ 4i4 8128 CITY - SHOREWOOD P.02
SPRI NGSTED INC. ....7 C lTY - SHOREWOOD ~ 002/002
Q~~~~~8~~~~~~~~OO n
.~~--~~N~~~ ~
~ ~ ~ h ~ ft A ~ ~ . ~ ~
~~OrNNNN0_0 =
('l)('l)t'?M"t"t'llt.,-M...."" ...
....,.............,...,..."""... t')
"
,..
g~~i~~g~~~~~coooo
_...\f)\S........,..,.NCO.,.~
~ ~ ~ ~ ~ ~ ~ ~ - ~ ~ ~
N..."tIt>~('..Nr-.NCO.,...1t>
(D~......C')C')NN,..,..
---
8~~~2ii8o~ooooaoo
...~....8~~~ogs88
~ ~ ~ ft n ~ ft ~ ~ ~ ~ ~
~~~~g~~~~~~~
- ,...,.................
O~~;~~N~~~~~~~~~~
;;j~......~Ni7)i7):g~MHcocoO)O)
~ ~ ~ ~ ~ _ _ _ _ _ . _ ~ h . _
~l/)....,..<'?C')..._C7)C7)r-.............--
('I')('I')(')M.lltlllt.-C?t?t')tl)('I')('I')('I')(')
......,.............-.............,...
~~~~~~I~~~~~~~$m~8
. . , . . , . . I I " , , . I., I I
r ,... ,.... ,.,.. ... ~ ... ... .... .- ~ .... .... ,- If- ... ... .....
I . , I I I I I I . . , I I I -, I ,
~N~N~N~N~Nm~~N~N~N
re
...
~
g
o
..
o
&:
I/)
t8
..
i
..
.....
III
~
cu
+-'
o
Schedule B